It is understood that THE BRAFF GROUP (“TBG”) will be providing Buyer with certain confidential information, including a Confidential Business Profile (collectively, “Information”) about (“Seller”) whose identity shall remain confidential until this Confidentiality Agreement is signed.

Buyer hereby agrees to use this Information only for the purpose of evaluating a possible transaction with Seller. Buyer will not divulge the Information to any entity or person other than its employees or agents who have a need to know the Information to evaluate the transaction. Buyer will keep all Information confidential and Buyer will cause its agents, employees and representatives to do so.

Buyer agrees not to contact any directors, officers, employees or affiliates of the Seller regarding this acquisition, directly or indirectly, without TBG’s prior written consent. Once such consent has been given, Buyer further agrees to communicate with Seller about the transaction only through Seller’s designated contact person, unless Buyer and Seller otherwise agree in writing. Buyer also agrees not to disclose to any third party that it is evaluating a transaction with Seller.

Buyer acknowledges that TBG introduced it to Seller. In the event a transaction is not consummated, Buyer agrees to return to TBG and Seller all Information which they supplied, or to destroy all copies of such Information to the extent permitted by law, provided Buyer certifies such destruction in writing; provided, however, that Buyer and its Representatives shall not be required to destroy, delete, or modify any computer records, backup tapes or other media pursuant to automated archival processes in its ordinary course of business, provided in each case and any such Information retained shall remain subject to the confidentiality obligations set forth in this Agreement for so long as such Information is retained.

The Confidential Business Profile which TBG is about to present to Buyer contains Information which the Seller provided to TBG. Accordingly, TBG makes no representations or warranties about the accuracy of such Information, and Buyer agrees that TBG shall not be liable in any way as a result of providing Information to Buyer.

Notwithstanding the foregoing, Information does not include information that: (a) enters the public domain by a means other than Buyer’s breach of this Agreement; (b) was lawfully in Buyer’s possession before this Agreement was signed; (c) Buyer independently develops without the use of the Information; (d) Buyer receives from a third party who has the right to disclose it; or (e) is legally required to be disclosed.

TBG and Buyer intend to be legally bound by this Confidentiality Agreement, which: (a) shall be governed by and construed under Pennsylvania law, without regard to its conflicts-of-law principles; (b) may only be amended in writing which TBG and Buyer have signed and (c) shall expire two years after the date hereof.

The parties agree that this Agreement may be executed electronically and that electronic or typed signatures shall be valid and binding to the same extent as original signatures.